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                                  EXHIBIT 10.2


                              AMENDED AND RESTATED
                   ELCOR CORPORATION EMPLOYEE STOCK/LOAN PLAN
                                 (JUNE 29, 1998)


1.       PURPOSE OF THE PLAN

The purposes of this Amended and Restated Elcor Corporation Employee Stock/Loan
Plan ("Plan") are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to
certain Key Employees of the Company and its subsidiaries, and to promote the
success of the Company's business. The Plan gives Participants an opportunity to
make a long-term investment in the Common Stock of the Company. This Plan is
effective June 29, 1998 and is an amendment and restatement of the Elcor
Corporation Employee Stock/Loan Plan, dated May 27, 1975 (as amended, the "Prior
Plan"). The terms of the Prior Plan shall continue to govern all loans granted
or advanced pursuant to it prior to June 29, 1998. The terms of the Plan shall
govern all loans granted or advanced on or after June 29, 1998.

2.       DEFINITIONS

         (a)      "COMPANY" shall mean Elcor Corporation.

         (b)      "ELCOR STOCK PURCHASE PLAN" shall mean the Company's Employee
                  Stock Purchase Plan, under which any employee of the Company
                  may purchase Stock through ChaseMellon Shareholder Services
                  LLC (or any successor administrative agent) by means of a
                  payroll withholding election. Election can be made under the
                  Plan to use the loan proceeds to purchase stock under the
                  Elcor Stock Purchase Plan.

         (c)      "INCENTIVE BONUS PLAN" shall mean the existing and successor
                  Incentive Bonus Plans of the Company or a Subsidiary, as
                  applicable to a Participant, under which the Participant may
                  become entitled to quarterly cash distributions based on the
                  earnings of the Company or the Subsidiary, as the case may be,
                  as determined in accordance with the terms and provisions of
                  such Incentive Bonus Plan.

         (d)      "KEY EMPLOYEES" shall mean those salaried employees of the
                  Company or any Subsidiary who shall have a significant
                  favorable impact on the profitability of the Company.

         (e)      "LOAN" shall mean an advance of funds pursuant to the Plan by
                  the Company to a Participant for the purchase of Stock and
                  creating an obligation of such Participant to the Company as
                  evidenced by a Promissory Note.


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         (f)      "LOAN PERCENTAGE" shall mean a percentage prescribed by the
                  President or his delegate which shall be used in determining
                  the maximum Loan Rights available to a Participant for a
                  particular quarterly period, and which percentage shall be a
                  percentage of the gross distribution to such Participant, if
                  any, for such quarterly period, under an Incentive Bonus Plan.
                  The Loan Rights determined by use of the Loan Percentage shall
                  be in addition to the cash distribution, if any, payable to
                  any Key Employee for such quarter under an Incentive Bonus
                  Plan.

         (g)      "LOAN RIGHTS" shall mean the right, if any, of a participant
                  to apply to the Company for a Loan pursuant to the terms and
                  conditions of the Plan.

         (h)      "NORMAL RETIREMENT AGE" shall mean age 62.

         (i)      "PARTICIPANT" shall mean any Key Employee designated by the
                  President or his delegates as entitled to benefits under this
                  Plan, and which Key Employee actually does participate in the
                  Plan by obtaining a Loan hereunder.

         (j)      "PRESCRIBED EXPIRATION DATE" shall mean the one year
                  anniversary of the notice of the Loan Rights.

         (k)      "PRESIDENT" shall mean the President of the Company.

         (l)      "PROMISSORY NOTE" shall mean a promissory note executed and
                  delivered by a Participant to the Company evidencing a Loan
                  and which Promissory Note shall be in the form and content
                  prescribed by the Company, shall bear interest at a rate that
                  is sufficiently high to avoid unstated or imputed interest
                  under the Internal Revenue Code of 1986 (or its successor),
                  shall not be secured by a pledge of or security interest in
                  the Stock, and shall be subject to repayment according to the
                  terms and conditions specified in such Promissory Note and
                  this Plan.

         (m)      "STOCK" shall mean the Common Stock of the Company, $1.00 par
                  value per share.

         (n)      "SUBSIDIARY" shall mean any entity directly or indirectly
                  controlled by the Company.

3.       DESCRIPTION OF THE PLAN

         The President or his delegate shall designate those employees of the
         Company and its Subsidiaries qualifying as Key Employees that will be
         Participants in the Plan, and will determine the Loan Percentage
         applicable to each Key Employee. The information shall be transmitted
         to the Controller of the Company who will formulate a list of those of
         the designated Key Employees who receive a 

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         quarterly distribution under an Incentive Bonus Plan and shall
         calculate the Loan Rights of each Key Employee by multiplying the gross
         quarterly distribution for the Key Employee by the Loan Percentage.
         Such Key Employees who receive Loan Rights in a quarter will be
         notified of their respective Loan Rights, which notification shall
         indicate the period during which the Key Employee may apply to the
         Company for a Loan, including the Prescribed Expiration Date. If the
         Key Employee desires to apply for the Loan, on or after, but in no
         event later than the Prescribed Expiration Date, the Key Employee may
         make application, on a prescribed form, to the Company for a Loan. Upon
         such timely application, the Key Employee will be required to execute
         and deliver a Promissory Note, at which time the Company will either
         issue its check in the amount of the Loan, or forward the Loan proceeds
         to ChaseMellon Shareholder Services, or any successor agent, for
         purchase of Stock through the Employee Stock Purchase Plan, as
         indicated by the Participant. This Loan shall be used only for the
         purpose of having the Key Employee (or the Key Employee and his or her
         spouse) purchase Stock. If the Participant chooses to receive a check,
         it is his or her responsibility to effect a purchase of the Stock of
         the Company. Within six months of the disbursement of the Loan, the
         Participant is further obliged to furnish to the Controller of the
         Company evidence satisfactory to the Company that such purchase was
         made. If the Stock is purchased under the Employee Stock Purchase Plan
         by appropriate election on the Promissory Note then no additional
         evidence is required to be furnished by the Participant. Any Stock
         purchased pursuant to this Plan is the sole property of the
         Participant, the Company having no claim against such Stock as
         collateral for the Loan or for any other purpose.

         This Plan shall continue each quarter in which distributions are made
         under the Incentive Bonus Plan unless and until this Plan is modified
         or terminated. If a designated Key Employee does not receive any
         Incentive Bonus Plan distribution in a particular quarter, such Key
         Employee shall not be entitled to any Loan Rights for that quarter.
         During periods before their respective Prescribed Expiration Dates,
         Loan Rights may be accumulated by the Participant and exercised as a
         whole or in any part. Any Loan Rights not exercised by the Prescribed
         Expiration Date shall expire.

         The President may prescribe, in his sole discretion, any reasonable
         administrative rules for the carrying out of the terms and provisions
         of the Plan that are consistent with the Plan.

4.       REPAYMENT OR SATISFACTION OF LOANS

         Loans made under the provisions of the Plan shall be repaid or
         satisfied by the Participant on one of the following bases:

         (a)      The Company will, at the end of 12 months following the date
                  of a Loan, forgive 20 percent of the original principal amount
                  of such Loan, together with all accrued and unpaid interest on
                  all outstanding principal of such Loan, if the Participant has
                  remained continuously in the employ of the Company or a
                  Subsidiary for such year, and the Company shall continue to
                  forgive a like 20 percent of the principal of the Loan
                  together with all accrued and unpaid interest at the
                  expiration of each of the 

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                  next four years of continuous employment. For the purposes of
                  this provision, each Loan at the end of any quarter shall be
                  treated separately, i.e., if a Participant made a Loan at the
                  end of each quarter during a year, then with continued
                  employment there would be four separate instances of Loan
                  forgiveness at the end of the appropriate quarters in the
                  following year and each subsequent year of continued
                  employment.

         (b)      Upon the date of the Key Employee's retirement at or
                  subsequent to the Normal Retirement Age, or upon his/her
                  termination of employment with the Company by reason of death,
                  or total and permanent disability, as determined by the Social
                  Security Administration, the Company will forgive any amounts
                  not yet forgiven on any Loans outstanding under the Plan,
                  together with all accrued and unpaid interest, so long as the
                  Key Employee has been continuously employed by the Company or
                  a Subsidiary through such date.

         (c)      If the Participant terminates employment with the Company or
                  any Subsidiary without immediate employment by a Subsidiary or
                  the Company, whether as a result of the Participant's or the
                  Company's actions, the Participant shall be obligated to
                  immediately repay to the Company any amounts still
                  outstanding, and not yet forgiven, on all Loans under this
                  Plan, including interest on the principal of such Loan amounts
                  in accordance with this Plan and the applicable Promissory
                  Note. Such repayment shall be made by the Participant no later
                  than the last day of employment with the Company unless
                  specific arrangements are made with the Company to pay at a
                  later date. Any deferral of payment past the last day of
                  employment will cause any balances due under the Loans to bear
                  interest at a rate equal to the greater of (i) the stated
                  interest rate in the Promissory Note and (ii) ten percent
                  (10%) per annum until paid. It is the intent of the Company to
                  use whatever legal means are available to insure that all
                  balances owing the Company by terminating Participants be
                  repaid.

5.       PARTICIPANT'S RESPONSIBILITIES

         A Participant will have unrestricted right and title to any Stock
         purchased by such Participant with proceeds from a Loan and, subject to
         any applicable restrictions under the securities laws, may at any time
         sell the Stock so acquired. It is the intent of the Company under this
         Plan, however, to provide long-term incentives. Recognizing that a
         Participant may have the need to sell some of his Stock for personal
         financial reasons, the Company believes that a Participant's sale of
         some of the Stock is not so inconsistent with the Company's purposes
         for this Plan as to frustrate the Company's intent. Accordingly, at
         such time as any Participant sells a cumulative amount in excess of 25
         percent of the Participant's Stock holdings acquired as a result of the
         Plan, such 25 percent being measured on a cumulative basis, the Company
         may, depending on the facts and circumstances surrounding cumulative
         sales of Stock in excess of 25 percent, deny or reduce the amount of
         the Participant's Loan Rights which would otherwise be granted for one
         or more quarterly periods in the future. However, the Company 

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         will attempt to recognize that needs of children, purchasing a new
         residence, unusual medical costs or expenses, and other hardship needs
         may qualify as acceptable reasons for selling in excess of the
         cumulative 25 percent limitation without affecting future Loan Rights.

6.       COMPANY'S RESPONSIBILITIES

         The Company reserves the right to modify, amend, or terminate this Plan
         at any time, subject only to the restriction that any Key Employee
         shall continue to be entitled to exercise any Loan Rights previously
         granted through the Prescribed Expiration Date of such Loan Rights as
         provided in the Plan and the Company will not modify the Loan repayment
         terms applicable to outstanding loans in a manner which would be
         adverse to a Participant having Loans outstanding without that
         Participant's consent.

7.       FEDERAL TAX IMPLICATIONS

         The Company or a Subsidiary shall withhold from payments of a Key
         Employee's compensation payable any and all amounts that are required
         to be withheld under federal and state law by virtue of any transaction
         or Loan forgiveness occurring pursuant to this Plan.


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                              QUESTIONS AND ANSWERS

                       ELCOR KEY EMPLOYEE STOCK/LOAN PLAN
                                 (JUNE 29, 1998)

The following questions and answers are provided to give Key Employees a better
understanding of the operation and administration of the Loan Plan.

Q.       WHO IS ELIGIBLE TO PARTICIPATE?

A.       Only those "Key Employees" of Elcor or its subsidiaries who are
         designated as Participants by the President of Elcor or his delegate.

Q.       WHAT DOES THE PLAN DO?

A.       It provides, under certain conditions, the opportunity for periodic
         loans to Key Employees for the purchase of Elcor Common Stock as a
         long-term investment.

Q.       HOW MUCH WILL BE LOANED BY THE COMPANY?

A.       Different amounts depending on the performance of both the Company and
         the Participant. Participants will have right to borrow amounts up to a
         designated percentage of each quarterly Incentive Bonus Plan payment
         paid to him/her, if any.

Q.       WILL THERE BE LOANS EACH QUARTER?

A.       Only in those quarters where a Key Employee receives an Incentive Bonus
         Plan payment.

Q.       WHAT ARE THE REPAYMENT TERMS OF THE LOAN?

A.       In each year of continuous employment, 20 percent of the original
         principal amount of each Loan, together with all accrued and unpaid
         interest on such Loan, is forgiven so that five years' continuous
         service will cause the loan to be satisfied in full. Loans, including
         principal and accrued interest, to the extent not forgiven, will be due
         upon a Participant's leaving continuing service with the Company or a
         related entity.

Q.       WHAT IF THE PARTICIPANT QUITS OR THEIR EMPLOYMENT IS TERMINATED?

A.       The loan must be paid in cash by the final employment date. Of course,
         the amount due will be the balance of the loan, after deducting amounts
         already forgiven, with interest.


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Q.       WHAT IS THE INTEREST RATE ON THE LOAN?

A.       Interest is charged according to the current "mid-term rate" published
         by the Internal Revenue Service at the time a loan is made. However,
         interest on any amounts still owed after leaving employment will accrue
         at the greater of the rate stated in the Promissory Note or ten
         percent. You can find the applicable mid-term rate in the Internal
         Revenue Bulletin published monthly by the Internal Revenue Service or
         by calling Elcor's Controller. Once the loan is made the rate will be
         fixed and will be stated on the promissory note evidencing the loan.

Q.       WHAT IF THE EMPLOYEE RETIRES AFTER REACHING NORMAL RETIREMENT
         AGE, DIES, OR BECOMES TOTALLY AND PERMANENTLY DISABLED?

A.       In such instances, any amounts still owed on the loan are forgiven.

Q.       CAN THERE BE MORE THAN ONE LOAN OUTSTANDING?

A.       Yes. In fact, it is possible after the Plan has been in operation for a
         few years to have as many as 19 loans outstanding in various stages of
         forgiveness.

Q.       WILL ANY LOAN NEED TO HAVE COLLATERAL OR SOMETHING PUT UP AS
         SECURITY?

A.       No. All loans will be made on the employee's signature and general
         credit.

Q.       CAN LOANS BE USED FOR PURPOSES OTHER THAN PURCHASING ELCOR
         STOCK?

A.       No.

Q.       WILL THE STOCK BE RESTRICTED IN ANY WAY?

A.       Generally not. If purchased in an ordinary broker's transaction on the
         New York Stock Exchange or by ChaseMellon Shareholder Services under
         the Elcor Employee Stock Purchase Plan, the stock will be unrestricted
         and generally may be sold at any time. However, at least three
         considerations may affect the timing and amount of a Participant's sale
         of Elcor Stock purchased with loans under the Plan. First, the Plan
         does generally require that each Participant maintain holdings of Elcor
         Stock equal to at least 75 percent of the total Stock cumulatively
         purchased under the Plan as a condition to receiving any further Loans.
         Second, it is unlawful for any employee of Elcor or its subsidiaries to
         buy or sell Elcor Stock based upon material "inside" information about
         Elcor (non-public information that would be important to an investor,
         such as undisclosed earnings, major pending transactions, outcomes of
         lawsuits, or other corporate information or events that have not been
         made public). Third,

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         certain Elcor officers are restricted as to the timing, amounts, and
         manner of sale of shares under Rule 144 and Section 16(b) of the
         federal securities laws.

Q.       DOES STOCK IN THE PARTICIPANT'S ESOP ACCOUNT APPLY TOWARDS THE
         75 PERCENT HOLDINGS REQUIREMENT?

A.       No, because stock in the ESOP is purchased with Company, not employee,
         contributions and is also intended for long-term investment purposes.

Q.       WHAT HAPPENS IF MORE THAN 25 PERCENT IS SOLD?

A.       Falling below the 75 percent requirement may cause the Participant to
         lose future loan rights. Sales in excess of 25 percent of the
         cumulative Stock purchased under the Plan are not consistent with the
         purposes for the Plan. However, where the Participant needs to sell
         more Stock for valid financial needs such as purchasing a home,
         children's education, serious illness or disability or other similar
         needs, the Company will consider the continuance of future loans upon
         application by the employee. This application should be made in the
         form of a letter to the President of Elcor requesting that the 75
         percent maintenance requirement be waived, stating the number of shares
         by which holdings will fall below 75 percent and the reason for the
         request. All waivers of the 75 percent requirement must be approved by
         Elcor's President.

Q        ONCE A LOAN IS MADE, WHEN MUST THE STOCK BE PURCHASED?

A.       Participants are responsible to apply the proceeds to purchases of
         Elcor stock. The timing may vary and may be before or after receipt of
         the loan. If an individual, after becoming a Participant, has
         previously purchased Elcor Stock with his or her own funds (and still
         owns the Stock), then such prior purchases could satisfy all or part of
         the requirements. Evidence of all purchases must be furnished to
         Elcor's Controller within six months of the disbursement of the loan to
         the Participant.

Q.       WHAT EVIDENCE WILL BE REQUIRED TO SHOW THAT THE STOCK WAS
         PURCHASED?

A.       When Stock is purchased from a broker, the broker furnishes the buyer a
         "confirmation" which is a document showing the number of shares
         purchased, price, trade date and settlement date. A copy of this
         document will be required by the Company. If the Stock is acquired
         under the Elcor Stock Purchase Plan, no additional evidence is
         required.

Q.       CAN STOCK BE PURCHASED IN "STREET NAME", I.E., WHERE THE RECORD OWNER
         OF THE STOCK IS THE BROKER RATHER THAN THE PURCHASER?

A.       Yes, provided that, if carried in "street name" the Participant
         signifies in advance his or her intention to do so and furnishes at
         least quarterly to Elcor's Controller a copy of the monthly 

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         statement from a brokerage firm. Additionally, if the Stock is
         purchased by ChaseMellon Shareholder Services for a Participant under
         the Elcor Stock Purchase Plan, the Participant may hold the Stock under
         ChaseMellon's name.

Q.       WILL COMMISSIONS, BROKER FEES AND TRANSFER FEES COUNT AS PART OF
         THE COST OF STOCK?

A.       Yes.

Q.       CAN STOCK BE PURCHASED JOINTLY WITH EMPLOYEE'S SPOUSE?

A.       Yes, as long as the employee is shown on the Stock certificate or
         brokerage statement as one of the owners.

Q.       CAN STOCK BE PURCHASED OTHER THAN THROUGH A BROKER?

A.       Yes. However, in these instances, the Company should be contacted to
         determine what procedures should be followed to provide written support
         of the purchase. Also, such Stock may be "Restricted" Stock with
         limitations on its resale. The Stock can also be purchased through
         ChaseMellon Shareholder Services under the Elcor Stock Purchase Plan.

Q.       IF AN EMPLOYEE IS ELIGIBLE TO OBTAIN A LOAN EACH QUARTER, IS HE OR
         SHE REQUIRED TO OBTAIN THE LOAN AND PURCHASE STOCK EACH
         QUARTER?

A.       No. The Company recognizes that there may be times where the
         Participant may wish to defer the purchase of Stock to a later date,
         for instance if the amount of available loan is small. Each Loan Right
         has an expiration date one year after the date notice of Loan Rights is
         given to the employee.

Q.       ARE THERE ANY FEDERAL INCOME TAX CONSIDERATIONS ON THE LOAN?

A.       Yes. There are federal (and state and local, where applicable) income
         taxes and withholding obligations payable when the Company forgives the
         repayment of principal or interest upon the loan. If the employee had
         obtained four loans in a year (one each quarter), 20 percent of each
         loan, along with forgiven accrued interest on the entire outstanding
         balance of the loan then outstanding, would be taxable in each of the
         next five years if the employee remains employed by Elcor or a
         subsidiary.

Q.       HOW WILL THESE TAXES BE PAID?


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A.       The Company will include this income in the employee's Form W-2 at each
         year end and in the employee's gross earnings (with applicable tax
         withholdings) during the year as loans are forgiven.

Q.       WHAT TAXES ARE PAYABLE ON SALE OF THE STOCK?

A.       Any gain on each sale is taxable as a short-term or long-term gain, as
         the case may be. The gain portion is generally the total sale proceeds,
         net of any brokerage commissions, fees and transfer taxes, less the
         employee's tax basis in the Stock (what the employee paid for the
         Stock, including commissions, brokerage fees and transfer taxes). The
         fact that the employee borrowed the money to purchase the Stock has no
         bearing on his or her tax basis in the Stock for this purpose.

Q.       HOW IS THE LOAN OBTAINED?

A.       Each quarter, Elcor's President will send a Loan Rights letter and
         Promissory Note to each employee eligible to obtain a loan that
         quarter. This letter will include the amount of the Loan obtainable,
         the period of time during which the loan can be obtained, and certain
         conditions with which the employee must comply to receive a Stock/Loan.
         If the employee wishes to obtain a loan, the Promissory Note
         accompanying the Loan Rights letter should be signed, dated and
         returned to Elcor's Controller. Upon receipt of the Promissory Note,
         the Controller will cause Elcor to issue a check to the Participant, or
         to send funds to ChaseMellon Shareholder Services for the Elcor Stock
         Purchase Plan, as the Participant directs.

Q.       CAN A PARTICIPANT BUY MORE STOCK THAN THE AMOUNT OF THE LOAN?

A.       Obviously, yes. This Plan is to assist Participants in acquiring Elcor
         Stock but does not limit the amount of Stock that can be acquired with
         the employee's own funds.

Q.       IS THERE ANY RISK TO PARTICIPATING IN THE PLAN?

A.       Yes. The value of the Stock purchased with a loan could decline after
         purchase below the amount of the loan. If you lose your employment for
         reasons other than normal retirement, death or disability, you will be
         required to immediately repay all outstanding loan amounts with
         interest. To maintain the integrity of the Plan, the Company may sue
         for any failure to promptly pay such amounts.


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